Uniti Group Inc. (NASDAQ:UNIT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On May8, 2017, Uniti Fiber Holdings Inc, Uniti Group Inc. (Uniti)
and CSL Capital, LLC (collectively, the Issuers) completed their
previously announced private offering of $200 million aggregate
principal amount of the Issuers 7.125 % Senior Notes due 2024
(the Notes). The Issuers intend to use the net proceeds from the
offering to fund a portion of the cash consideration payable in
connection with their previously announced acquisition of
Southern Light, LLC. If the Southern Light acquisition has not
been consummated on or prior to October14, 2017 or if, prior to
such date, Uniti notifies the Trustee (as defined below) in
writing that it will not pursue the Southern Light acquisition,
the Notes will be subject to special mandatory redemption. The
special mandatory redemption price will be equal to 50% of the
issue price of the Notes, plus accrued and unpaid interest, if
any, from December15, 2016 (or, if after June15, 2017, from
June15, 2017) up to, but excluding, the date of such special
mandatory redemption.

Following completion of the Southern Light acquisition, the Notes
are expected to be mandatorily exchanged for 7.125% senior notes
due 2024 issued as additional notes under the indenture dated as
of December15, 2016 among Uniti, CSL Capital, LLC, the guarantors
party thereto and the trustee party thereto (the 2016 Indenture).
The additional notes will be part of the same series as the
existing 7.125% senior notes due 2024 issued under the 2016
Indenture, and are expected to have the same CUSIP number as, and
be fungible with, the notes issued under the 2016 Indenture.
Uniti Fiber Holdings Inc. is expected to be added to the existing
notes as a co-issuer prior to the mandatory exchange.

The Notes were issued at an issue price of 100.500%, plus accrued
interest from December15, 2016, to an Indenture, dated as of
May8, 2017 (the Indenture), among the Issuers, the guarantors
named therein (collectively, the Guarantors) and Wells Fargo
Bank, National Association, as trustee (the Trustee). The Notes
mature on December15, 2024 and bear interest at a rate of
7.125%per year. Interest on the Notes is payable on June15 and
December15 of each year, beginning on June15, 2017.

The Issuers may redeem the Notes at any time prior to December15,
2019 at a redemption price of 50% of the principal amount of the
Notes redeemed plus accrued and unpaid interest on the Notes, if
any, to, but not including, the redemption date, plus a make
whole premium described in the Indenture and, at any time on or
after December15, 2019, at the redemption prices set forth in the
Indenture. In addition, at any time on or prior to December15,
2019, up to 35% of the aggregate principal amount of the Notes
may be redeemed with the net proceeds of certain equity offerings
if at least 60% of the originally issued aggregate principal
amount of the Notes remains outstanding. If certain changes of
control of Uniti occur, holders of the Notes will have the right
to require the Issuers to offer to repurchase their Notes at 101%
of the principal amount plus accrued and unpaid interest, if any,
to, but not including, the repurchase date.

The Notes are guaranteed by certain of Unitis existing and future
domestic restricted subsidiaries that guarantee Unitis existing
credit facilities. The Notes and the related guarantees are the
Issuers and the Guarantors senior unsecured obligations and rank
equal in right of payment with all of the Issuers and the
Guarantors existing and future senior unsecured indebtedness. The
Notes and related guarantees are effectively subordinated to all
of the Issuers and Guarantors secured indebtedness (including the
existing credit facilities and secured notes) to the extent of
the value of the assets securing such indebtedness and are
structurally subordinated to all existing and future liabilities
(including trade payables) of the Issuers subsidiaries that do
not guarantee the Notes.

The Indenture contains customary high yield covenants limiting
the ability of Uniti and its restricted subsidiaries to: incur or
guarantee additional indebtedness; incur or guarantee secured
indebtedness; pay dividends or distributions on, or redeem or
repurchase, capital stock; make certain investments or other
restricted payments; sell assets; enter into transactions with
affiliates; merge or consolidate or sell all or substantially all
of their assets; and create restrictions on the ability of the
Issuers and their restricted subsidiaries to pay dividends or
other amounts to the Issuers. These covenants are subject to a
number of important and significant limitations, qualifications
and exceptions.

The Indenture also contains customary events of default,
including, among others, the following: default for 30 days in
the payment when due of interest on the applicable series of
Notes; default in payment when due of the principal of, or
premium, if any, on the Notes; failure by Uniti or any restricted
subsidiary to comply with certain covenants in the Indenture for
90 days (subject to certain exceptions) after the receipt of
notice from the Trustee or holders of 25% in

About Uniti Group Inc. (NASDAQ:UNIT)

Uniti Group Inc., formerly Communications Sales & Leasing, Inc., is an internally managed real estate investment trust engaged in the acquisition and construction of infrastructure in the communications industry. The Company focuses on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. It operates in four segments: Leasing, Fiber Infrastructure, Towers and Consumer Competitive Local Exchange Carrier (Consumer CLEC). The Leasing segment includes Uniti Leasing. The Fiber Infrastructure segment includes Uniti Fiber business. The Towers segment includes Uniti Towers and its ground lease investments. The Consumer CLEC segment includes Talk America. As of December 31, 2016, the Company and its subsidiaries owned approximately 88,100 fiber network route miles, representing approximately 4.2 million fiber strand miles and approximately 231,900 route miles of copper cable lines across 32 states.

Uniti Group Inc. (NASDAQ:UNIT) Recent Trading Information

Uniti Group Inc. (NASDAQ:UNIT) closed its last trading session up +0.29 at 25.63 with 2,296,842 shares trading hands.